Yahoo agrees on Microsoft’s Bid of 44.6 Billion USD

After much internal debate and industry speculation, Yahoo today agreed to be acquired by Microsoft, adding $2.6 billion to Redmond’s original offer of $44.6 billion on Jan. 31

The agreement was reached near midnight last night, thus closing a contentious quarter for the Web company, one rife with in-fighting and power jockeying since Microsoft’s initial offer.

Of the agreed $47.2 billion, $10 billion is in cash and the rest in stock, with $1.12 of Microsoft stock being swapped for each share of Yahoo stock, roughly a 12-cent-per-share premium over Yahooâ€™s $29.05 closing stock price on Monday.

The final price — $33 per share vs. the original $31-per-share offer — was less than Yahooâ€™s board wanted, sources said, but its recent â€œpoison pillâ€ actions such as providing all employees with four to 24 months of severance, based on their level in the company, should they be laid off in an acquisition, limited its ability to obtain a higher offer from either Microsoft or another firm such as Google, said Arbor Research analyst Jane Simons.

â€œThe acquisition with Yahoo will better position Microsoft in the Web advertising market, as well as provide a strong platform for the delivery of Internet-based services to consumers and business users,â€ said Kevin Johnson, president of Microsoft’s platforms and services division, which will oversee the Yahoo service offerings.

The agreement was reached near midnight last night, thus closing a contentious quarter for the Web company, one rife with in-fighting and power jockeying since Microsoft’s initial offer.

Of the agreed $47.2 billion, $10 billion is in cash and the rest in stock, with $1.12 of Microsoft stock being swapped for each share of Yahoo stock, roughly a 12-cent-per-share premium over Yahooâ€™s $29.05 closing stock price on Monday.

The final price — $33 per share vs. the original $31-per-share offer — was less than Yahooâ€™s board wanted, sources said, but its recent â€œpoison pillâ€ actions such as providing all employees with four to 24 months of severance, based on their level in the company, should they be laid off in an acquisition, limited its ability to obtain a higher offer from either Microsoft or another firm such as Google, said Arbor Research analyst Jane Simons.

â€œThe acquisition with Yahoo will better position Microsoft in the Web advertising market, as well as provide a strong platform for the delivery of Internet-based services to consumers and business users,â€ said Kevin Johnson, president of Microsoft’s platforms and services division, which will oversee the Yahoo service offerings.

Yahoo CEO Jerry Yang, who had publicly opposed the acquisition, said, â€œBeing part of Microsoft will let the Yahoo vision reach further than we could have done on our own. And we will provide Microsoft the engine it needs to deliver on its Web-based services vision.â€

Yang will join Microsoft as â€œchief Yahoo,â€ with specific duties to be determined later. Employees that Microsoft decides to retain will be offered an Xbox 360 game platform and a Zune music player as tokens of appreciation, in addition to cash grants and stock-option incentives for higher-level employees, Johnson said.

Although Yahoo had previously suggested a possible counteralliance with Google as a way of combating a Microsoft takeover, Googleâ€™s parallel announcement today that it would acquire the social media site Facebook indicates that Google saw little value in adopting Yahoo and was seeking to compete with Microsoft in new spaces, said Nigel Hydecombe, an analyst at Trapezoid, a U.K. research firm.

When the Yahoo acquisition is completed, Microsoft will transition MSN users to Yahoo and leave its MSNBC.com service alone. Ironically, hackers hijacked the MSN DNS addresses shortly after the announcement and redirected all traffic to Google for about 90 minutes, before Microsoft could wrestle back control. Likewise, Yahooâ€™s DNS was redirected to its Chinese site, which has become a poster child for advocacy groups of corporate complicity in Chinaâ€™s stifling of free speech. Yahoo regained control in less than an hour.

Itâ€™s not yet determined which MSN functionality will be moved to the Yahoo site or what Yahoo functionality will be discontinued or changed. But Microsoft will transition to Yahooâ€™s advertising platform, which has done better than Microsoftâ€™s, although neither has posed a significant threat to Googleâ€™s dominance in that sector.

â€œWe expect a six-month transition planning process to make the final decisions,â€ said Steve Ballmer, Microsoftâ€™s CEO.

Executives at both Microsoft and Yahoo indicated that Yahooâ€™s extensive datacenter holdings would contribute to Microsoftâ€™s ability to offer Web-based services, such as the Web site hosting, Office add-ons, and Dynamics small-business on-demand apps that Microsoft has slowly been releasing under its Live brand.